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Item 9A. Controls and Procedures

2025-01-23 compared with 2024-01-26 · 38 added, 28 removed, 198 unchanged (25% of the section changed)

37 unchanged sentences

Other Information.

Not applicable.

During the three months ended November 30, 2024, no director or executive officer of the Company adopted or terminated a "Rule 10b5-1 trading arrangement" or "non-Rule 10b5-1 trading arrangement," as each term is defined in Item 408(a) of Regulation S-K.

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.

1 unchanged sentence

Directors, Executive Officers and Corporate Governance.

The information required by this item for executive officers is set forth under the heading "Executive Officers of Lennar Corporation" in Part I.

The information required by this item for executive officers is set forth under the heading "Information about our Executive Officers" in Part I.

We have adopted a Code of Business Conduct and Ethics that applies to each of our Co-Chief Executive Officers and President, our Chief Financial Officer and our Chief Accounting Officer.

1 unchanged sentence

The other information called for by this item is incorporated by reference to our definitive proxy statement, which will be filed with the Securities and Exchange Commission not later than March 30, 2025 (120 days after the end of our fiscal year).

We have adopted an insider trading policy governing the purchase, sale, and/or other dispositions of our securities by our directors, officers, and employees that we believe is reasonably designed to promote compliance with insider trading laws, rules and regulations, and the exchange listing standards applicable to us.

A copy of our insider trading policy is filed as Exhibit 19 to this Annual Report on Form 10-K.

Executive Compensation.

29 unchanged sentences

3.1 Restated Certificate of Incorporation of the Company, dated January 14, 2015, as amended by the Certificate of Amendment to Restated Certificate of Incorporation of the Company, dated February 12, 2018 - Incorporated by reference to Exhibit 3.1 of the Company’s Annual Report on Form 10-K for the fiscal year ended November 30, 2019.

3.2 Certificate of Amendment to Restated Certificate of Incorporation of the Company, dated April 10, 2024 - Incorporated by reference to Exhibit 3.1 of the Company’s Current Report on Form 8-K, dated April 10, 2024.

3.3 Bylaws of the Company, as amended effective September 28, 2022 - Incorporated by reference to Exhibit 3.1 of the Company’s Current Report on Form 8-K, dated September 28, 2022.

3 unchanged sentences

4.3 Tenth Supplemental Indenture, dated as of April 28, 2015, among Lennar Corporation, each of the guarantors identified therein and The Bank of New York Mellon, as trustee, including the form of 4.750% Senior Notes due 2025 - Incorporated by reference to Exhibit 4.14 of the Company’s Current Report on Form 8-K, dated April 28, 2015.

4.5 Fourteenth Supplemental Indenture, dated as of April 28, 2017, among Lennar Corporation, each of the guarantors identified therein and The Bank of New York Mellon, as trustee, including the form of 4.50% Senior Notes due 2024 - Incorporated by reference to Exhibit 4.18 of the Company’s Current Report on Form 8-K, dated April 28, 2017.

4.6 Indenture, dated as of November 29, 2017, among Lennar Corporation, each of the guarantors identified therein and The Bank of New York Mellon, as trustee, including the form of 2.95% Senior Notes due 2020 and the form of 4.75% Senior Notes due 2027 - Incorporated by reference to Exhibit 4.1 of the Company’s Current Report on Form 8-K, dated November 29, 2017.

4.8 Indenture, dated as of February 20, 2018, among Lennar Corporation, each of the guarantors identified therein and The Bank of New York Mellon, as trustee, governing the 5.25% Senior Notes due June 1, 2026 (including the forms of 5.25% Senior Notes due June 1, 2026) - Incorporated by reference to Exhibit 4.7 of the Company’s Current Report on Form 8-K, dated February 16, 2018.

4.9 Indenture, dated as of February 20, 2018, among Lennar Corporation, each of the guarantors identified therein and The Bank of New York Mellon, as trustee, governing the 5.00% Senior Notes due June 15, 2027 (including the forms of 5.00% Senior Notes due June 15, 2027) - Incorporated by reference to Exhibit 4.8 of the Company’s Current Report on Form 8-K, dated February 16, 2018.

4.4 Indenture, dated as of November 29, 2017, among Lennar Corporation, each of the guarantors identified therein and The Bank of New York Mellon, as trustee, including the form of 4.75% Senior Notes due 2027 - Incorporated by reference to Exhibit 4.1 of the Company’s Current Report on Form 8-K, dated November 29, 2017.

4.5 Indenture, dated as of February 20, 2018, among Lennar Corporation, each of the guarantors identified therein and The Bank of New York Mellon, as trustee, governing the 5.25% Senior Notes due June 1, 2026, including the form of 5.25% Senior Notes due June 1, 2026 - Incorporated by reference to Exhibit 4.7 of the Company’s Current Report on Form 8-K, dated February 16, 2018.

4.6 Indenture, dated as of February 20, 2018, among Lennar Corporation, each of the guarantors identified therein and The Bank of New York Mellon, as trustee, governing the 5.00% Senior Notes due June 15, 2027, including the form of 5.00% Senior Notes due June 15, 2027 - Incorporated by reference to Exhibit 4.8 of the Company’s Current Report on Form 8-K, dated February 16, 2018.

10.1* Lennar Corporation 2016 Equity Incentive Plan (Amended and Restated Effective January 12, 2022) - Incorporated by reference to Exhibit A to the Registrant’s Definitive Proxy Statement on Schedule 14A, filed with the Commission on March 1, 2022.

10.2* Lennar Corporation 2016 Equity Incentive Plan (Amended and Restated Effective January 12, 2022):

Additional Terms for Israeli Participants, effective May 14, 2024 – Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 10-Q for the quarter ended May 31, 2024.

10.3* Lennar Corporation 2016 Incentive Compensation Plan, as Amended and Restated effective January 12, 2022 - Incorporated by reference to Exhibit 10.2 of the Company’s Annual Report on Form 10-K for the fiscal year ended November 30, 2021.

10.3 Eighth Amended and Restated Credit Agreement, dated as of May 23, 2022, among Lennar Corporation, as borrower, JPMorgan Chase Bank, N.A., as issuing lender and administrative agent, the several lenders from time to time parties thereto, and the other parties and agents thereto - Incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K, dated May 23, 2022.

10.4 Eighth Amended and Restated Guarantee Agreement, dated as of May 23, 2022, among certain of Lennar Corporation’s subsidiaries in favor of guaranteed parties referred to therein - Incorporated by reference to Exhibit 10.2 of the Company’s Current Report on Form 8-K, dated May 23, 2022.

10.4 Ninth Amended and Restated Credit Agreement, dated as of November 25, 2024, among Lennar Corporation, as borrower, JPMorgan Chase Bank, N.A., as issuing lender and administrative agent, the several lenders from time to time parties thereto, and the other parties and agents thereto - Incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K, dated November 25, 2024

10.5 Ninth Amended and Restated Guarantee Agreement, dated as of November 24, 2024, among certain of Lennar Corporation’s subsidiaries in favor of guaranteed parties referred to therein - Incorporated by reference to Exhibit 10.2 of the Company’s Current Report on Form 8-K, dated November 25, 2024.

10.6* Form of Aircraft Time Sharing Agreement, dated February 12, 2015, between U.S.

6 unchanged sentences

10.9 Separation Agreement and General Release, dated July 14, 2023, between Lennar Corporation and Rick Beckwitt - Incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K, dated July 14, 2023.

10.9* Form of 2020 Award Agreement under the Company’s 2016 Equity Incentive Plan for Mr.

Beckwitt, Mr.

Bessette and Mr.

McCall - Incorporated by reference to Exhibit 10.2 of the Company’s Current Report on Form 8-K, dated February 28, 2020.

10.10* Master Agreement, dated October 8, 2020, between AG Essential Housing Company 1, L.P.

4 unchanged sentences

McCall - Incorporated by reference to Exhibit 10.2 of the Company’s Current Report on Form 8-K, dated February 26, 2021.

10.12* 2022 Award Agreements under the Company’s 2016 Incentive Compensation Plan, as amended, for Mr.

Beckwitt, Mr.

Bessette, Mr.

McCall and Mr.

Sustana - Incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K, dated February 28, 2022.

10.12* Form of 2022 Award Agreement under the Company’s 2016 Equity Incentive Plan for Mr.

Beckwitt, Mr.

Bessette and Mr.

McCall - Incorporated by reference to Exhibit 10.2 of the Company’s Current Report on Form 8-K, dated February 28, 2022.

10.14* Amended and Restated 2022 Award Agreements under the Incentive Plan for Mr.

Beckwitt and Mr.

Jaffe - Incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K, dated November 17, 2022.

10.15* Form of the Amended and Restated 2022 Award Agreement under the Equity Plan for Mr.

Beckwitt and Mr.

10.13* Form of the Amended and Restated 2022 Award Agreement under the Company's 2016 Equity Incentive Plan for Mr.

Miller and Mr.

Jaffe - Incorporated by reference to Exhibit 10.2 of the Company’s Current Report on Form 8-K, dated November 17, 2022.

10.16* Form of the 2022 Award Agreement for Performance Shares granted under the Equity Plan for Mr.

Beckwitt and Mr.

10.14* Form of the 2022 Award Agreement for Performance Shares granted under the Company's 2016 Equity Incentive Plan for Mr.

Miller and Mr.

Jaffe - Incorporated by reference to Exhibit 10.3 of the Company’s Current Report on Form 8-K, dated November 17, 2022.

10.15* 2023 Award Agreements under the Company’s 2016 Incentive Compensation Plan, as amended, for Mr.

Beckwitt, Mr.

Bessette, Mr.

1 unchanged sentence

Sustana - Incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K, dated February 28, 2023.

10.16* 2023 Award Agreement under the Company’s 2016 Incentive Compensation Plan, as amended, for Mr.

Collins – Incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 10-Q for the quarter ended February 29, 2024.

10.17* Amended 2023 Award Agreement under the Company’s 2016 Incentive Compensation Plan, as amended, for Mr.

Collins – Incorporated by reference to Exhibit 10.2 of the Company’s Current Report on Form 10-Q for the quarter ended February 29, 2024.

10.18* Form of 2023 Award Agreement under the Company’s 2016 Equity Incentive Plan for Mr.

Beckwitt, Mr.

Bessette and Mr.

McCall - Incorporated by reference to Exhibit 10.2 of the Company’s Current Report on Form 8-K, dated February 28, 2023.

10.19* 2024 Award Agreement under the Company’s 2016 Incentive Compensation Plan, as amended, for Mr.

Miller– Incorporated by reference to Exhibit 10.3 of the Company’s Current Report on Form 10-Q for the quarter ended February 29, 2024.

10.20* 2024 Award Agreement under the Company’s 2016 Incentive Compensation Plan, as amended, for Mr.

Jaffe – Incorporated by reference to Exhibit 10.4 of the Company’s Current Report on Form 10-Q for the quarter ended February 29, 2024.

10.21* 2024 Award Agreement under the Company’s 2016 Incentive Compensation Plan, as amended, for Ms.

Bessette – Incorporated by reference to Exhibit 10.5 of the Company’s Current Report on Form 10-Q for the quarter ended February 29, 2024.

10.22* 2024 Award Agreement under the Company’s 2016 Incentive Compensation Plan, as amended, for Mr.

McCall – Incorporated by reference to Exhibit 10.6 of the Company’s Current Report on Form 10-Q for the quarter ended February 29, 2024.

10.23* 2024 Award Agreement under the Company’s 2016 Incentive Compensation Plan, as amended, for Mr.

Sustana – Incorporated by reference to Exhibit 10.7 of the Company’s Current Report on Form 10-Q for the quarter ended February 29, 2024.

10.24* 2024 Award Agreement under the Company’s 2016 Incentive Compensation Plan, as amended, for Mr.

Collins – Incorporated by reference to Exhibit 10.8 of the Company’s Current Report on Form 10-Q for the quarter ended February 29, 2024.

10.25* Form of 2024 Award Agreement under the Company’s 2016 Equity Incentive Plan for Mr.

Bessette, and Mr.

McCall – Incorporated by reference to Exhibit 10.9 of the Company’s Current Report on Form 10-Q for the quarter ended February 29, 2024.

19** Insider Trading Policy.

21** List of subsidiaries.

6 unchanged sentences

Jaffe and Diane Bessette.

97 Executive Officer Recovery Policy – Incorporated by reference to Exhibit 97 of the Company’s Annual Report on Form 10-K/A for the fiscal year ended November 30, 2023.

101 The following financial statements from Lennar Corporation Annual Report on Form 10-K for the year ended November 30, 2024, filed on January 23, 2025, formatted in iXBRL (Inline Extensible Business Reporting Language);

32 unchanged sentences

Diane Bessette /S/ DIANE BESSETTE

Vice President, Chief Financial Officer and Treasurer Date:

Vice President and Chief Financial Officer Date:

January 23, 2025

47 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures